Closing Adjustments. (a) Seller and Buyer shall each pay one half of all state, county and local transfer taxes, if any, occasioned by the conveyance of the Premises and the transactions contemplated herein and the parties shall each execute and deliver any tax form, return or affidavit required in connection with the payment of such transfer taxes or the application for an exemption therefrom.
(b) All real estate taxes due and payable for the calendar or fiscal year, as the case may be, in which the Closing takes place allocable or imposed upon the Premises shall be payable by Seller.
(c) Seller shall pay all additional or “roll-back” taxes allocable to the period before the Closing Date imposed against the Premises pursuant to the Farmland and Forest Rollback Act and the Open Space Rollback Act which are assessed or imposed against the Premises, whether before or after the Closing Date, as a result of any agreement entered into by Seller or Seller’s predecessor in title.
(d) If on the Effective Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after the Closing Date, shall be deemed to be due and payable and to be liens upon the Premises affected thereby and shall be paid and discharged by Seller.
(e) Buyer shall pay all premiums and charges of the Title Company for the Title Policy (including endorsements other than endorsements required to remove Title Objections which Seller has agreed to remove at Closing) to be issued pursuant to the Commitment, all recording and filing charges in connection with the Deed, one-half (1/2) of any escrow or closing charges (exclusive of any escrow charges under the Lease which, pursuant to Section 6(f), shall be born solely by Landlord), all costs of Buyer’s due diligence, and any other costs customarily paid by the buyer pursuant to local practice.
(f) Each party hereto shall pay its own attorneys.
(g) Any credit due to Buyer pursuant to this Section 7 shall be applied as a credit against the Purchase Price. Any credit due to Seller pursuant to this Section 7 shall be paid to Seller in addition to, and together with, the payment of the Purchase Price at Closing. The provisions of this Section 7 shall survive the...
Closing Adjustments. The following shall be apportioned against sums due Seller at Closing:
A. All payments received by Seller from the Tenant for fixed rent shall be prorated as of the Closing Date with Purchaser receiving the fixed rent payable with respect to the day of Closing and for all periods thereafter and all payments received by Seller from the Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable to lease periods (under the Lease) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that the Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from the Tenant any past due amounts. Should any current charges or xxxxxxxx to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the last available invoices or billing therefor.
B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller and reimbursed by Tenant in the manner consistent with the Lease. To the extent not paid directly by the Tenant, all taxes for periods prior to Closing which have not yet been paid and are not yet due and payable as of the date of Closing shall become the responsibility of the Purchaser to provide the tax...
Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.
Closing Adjustments. The cash due at Closing pursuant to Section 2.2 shall be subject to adjustment as of the Closing Date in accordance with the following provisions:
Closing Adjustments. Three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser its good faith estimate of the Retained Working Capital as of March 31, 2007 (the “Estimated Retained Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicable.
Closing Adjustments. The Parties agree that there will be an adjustment made within ninety (90) days of the Closing Date to adjust for any Excluded Assets and/or Excluded Liabilities that are found to exist as of the Closing Date, as such Excluded Assets or Excluded Liabilities may relate to the Purchased Assets or the Business, so that the Seller will be responsible and liable to the Purchaser for the liabilities of the Seller that exist as of the Closing Date, less a credit for any miscellaneous cash on hand (for clarity, the Parties intend that cash on hand at Closing will be zero), credit card receivables, a pro rata portion of prepaid items, and other Excluded Assets delivered to Purchaser. If such Excluded Assets exceed such Excluded Liabilities as of the Closing Date, the Purchaser shall promptly pay such amount to the Seller. Within 90 days following the Closing Date, the Parties will cooperate to agree on an allocation of the Purchase Price among the Purchased Assets and the Non-Compete Agreement. The allocation schedule shall be prepared in accordance with Code Section 1060 and the regulations thereunder. Each party (a) shall timely file all tax returns in a manner consistent with the final allocation schedule and, (b) in the event of any examination, audit, or other proceeding with respect to any tax return, will take no position inconsistent with the final allocation schedule. The maximum amount that may be allocated in the final allocation schedule to the Non-Compete Agreement shall not exceed $10,000 ($90,000 in aggregate across all Definitive Agreements).
Closing Adjustments. (a) The following adjustments shall be made as of 11:59 P.M. of the day before the Closing:
(i) Real estate taxes and water charges and sewer rents, unless same are part of common charges, on the basis of the fiscal period for which assessed, except that if there is a water meter with respect to the Unit, apportionment shall be based on the last available actual reading, subject to adjustment after the Closing, promptly after the next reading is available; provided, however, that in the event real estate taxes have not, as of the date of Closing, been separately assessed to the Unit, real estate taxes shall be apportioned on the same basis as provided in the Declaration or By-Laws or, in the absence of such provision, based upon the Unit’s percentage interest in the Common Elements;
(ii) Common charges of the Condominium; and
(iii) If fuel is separately stored with respect to the Unit only, the value of fuel stored with respect to the Unit at the price then charged by Seller’s supplier (as determined by a letter or certificate to be obtained by Seller from such supplier), including any sales taxes.
Closing Adjustments. Prior to Closing, Seller shall prepare and deliver to Buyer for review, comment and agreement, a proration statement for the Property, and each Party shall be credited or charged at the Closing, in accordance with the following:
Closing Adjustments. To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributor at or following the Closing in accordance with the provisions of the Master Agreement, the consideration amount set forth in Section 1.2(a) shall be adjusted accordingly by that number of OP Units equal to the quotient of (i) such proration, adjustment or other amount divided by (ii) $8.15, rounded to the nearest whole number of OP Units.
Closing Adjustments. In addition to any other credits or prorations provided elsewhere in this Agreement, the cash due at Closing pursuant to Section 2.2 shall be adjusted as of the Closing Date in accordance with the provisions set forth in this Section 12.1. Buyer and Seller agree to prepare a proration schedule (the “Proration Schedule”) of adjustments 5 Business Days prior to Closing. Such adjustments, if and to the extent known and agreed upon as of the Closing Date, shall be paid by Buyer to Seller (if the prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations result in a net credit to Buyer), by increasing or reducing the cash to be paid by Buyer at Closing. Any such adjustments not determined or agreed upon as of the Closing Date, shall be paid by Buyer to Seller, or Seller to Buyer, as the case may be, in cash as soon as practicable following the Closing Date. For purposes of calculating prorations and the Proration Schedule, Buyer shall be deemed to be title holder of the Property, and therefore entitled to the revenue and responsible for the expenses, after 12:00 a.m. on the Closing Date.
